Exhibit 10.8.5

FOURTH MODIFICATION TO AMENDED AND RESTATED LOAN AGREEMENT

THIS FOURTH MODIFICATION TO AMENDED AND RESTATED LOAN AGREEMENT (the "Modification Agreement") is made and entered into as of July 14, 2017 by and among FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association with an office in Chattanooga, Tennessee, as Administrative Agent (“Agent”) and Lender, and the other lenders from time to time party hereto (all of the Lenders are collectively referred to herein as the "Lenders"), and CBL & ASSOCIATES LIMITED PARTNERSHIP, as the Borrower, CBL & ASSOCIATES PROPERTIES, INC., as the Parent, the latter solely for the limited purposes set forth in Section 13.22 of the Amended and Restated Loan Agreement dated February 22, 2013, among the Borrower, the Parent, the Agent, and the Lenders, as amended on December 16, 2013, on January 16, 2015, and on October 20, 2015, and as it may be further amended from time to time (collectively, the "Loan Agreement").

WHEREAS, the Lenders have heretofore made a term loan as of February 22, 2013, to the Borrower in the principal amount of Fifty Million and NO/100 Dollars ($50,000,000.00) (the "Term Loan") pursuant to the Loan Agreement and as evidenced by Term Notes dated as of February 22, 2013, to each of the Lenders in the amount of each Lender’s Pro Rata Share (as defined in the Loan Agreement), as amended from time to time (the "Notes"); and

WHEREAS, the Borrower has requested an extension of the maturity date of the Term Loan and the Lenders are willing to allow such extension, but only upon the terms and conditions hereinafter described; and

WHEREAS, two (2) Lenders in the Term Loan have declined to participate beyond the current maturity date of the Term Loan but other Lenders have agreed to an increase in their participation but only up to the sum of $45,000,000.00, not to the sum of $50,000,000.00; and

WHEREAS, as a result of the foregoing, the Borrower has agreed to pay down the Term Loan to $45,000,000.00 on the date hereof and Agent has agreed to use good faith efforts to find a participating lender for the additional $5,000,000.00 needed to bring the Term Loan back up to $50,000,000.00.

NOW, THEREFORE, in consideration of the premises, the continued extension of credit, and other good and valuable consideration, Borrower, Agent and Lenders agree as follows, to-wit:

1. Capitalized terms as used herein shall have the same meaning as contained in the Loan Agreement unless a different definition is provided herein.

2. Borrower shall execute and deliver to each Lender an amended and restated Term Note reflecting the extended maturity date.

3. The Loan Agreement is hereby amended as follows:

(a)    In Section 1.1, the definition of "Applicable Margin to Term Loan" is deleted and the following is substituted in lieu thereof:

"Applicable Margin to Term Loan" means one and sixty five hundredths percent (1.65%) per annum."

(b)    In Section 1.1, the definition of "Maturity Date of Term Loan" is deleted and the following is substituted in lieu thereof:

"Maturity Date of Term Loan" means June 5, 2021, as such date or dates may be extended pursuant to Section 2.13 or the terms of the Term Note.

(c)    In Section 1.1, the definition of "Federal Funds Rate" is deleted and the following is substituted in lieu thereof: “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three (3) Federal Funds brokers of recognized standing selected by the Administrative Agent; provided however, the Federal Funds Rate used hereunder shall never be less than zero (0%).

(d)    In Section 1.1, the definition of "Issuing Bank" is deleted and the following is substituted in lieu thereof: “Issuing Bank” means First Tennessee Bank National Association or, after written notice to Borrower, any other Lender replacing First Tennessee Bank National Association that agrees to such designation , each in its capacity as an issuer of Letters of Credit pursuant to Section 2.2.

(e)    In Section 1.1, the definition of "Specified Derivatives Provider" is deleted and the following is substituted in lieu thereof: “Specified Derivatives Provider” means any Lender, or any Affiliate of a Lender that is a party to a Derivatives Contract at the time the Derivatives Contract is entered into (regardless whether such counterparty subsequently ceases to be a Lender or an Affiliate of a Lender).

(f)    Section 7.1(x) OFAC is deleted in its entirety and the following is inserted in lieu thereof: OFAC . None of the Parent, the Borrower, any of the other Loan Parties, any of the other Subsidiaries, or any other Affiliate of the Parent or the Borrower (provided, however, such representation or warranty with respect to any Third Party Affiliate is made to the best knowledge of the Parent and the Borrower): (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) available at http://www.treas.gov/offices/enforcement/ofac/index.shtml , or as otherwise published from time to time; (ii) is (A) an agency of the government of a country, region or territory, (B) an organization controlled by a country, region or territory, or (C) a person resident in a country, region or territory that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/index.shtml , or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from the Loan will be used to finance any operations, investments or

activities in, or make any payments to, any such country, agency, organization, or person nor will the proceeds of the Loan be used in violation of FCPA/anti-corruption laws. Each of Borrower and its Subsidiaries and their respective directors, officers and, to the knowledge of Borrower, employees, agents, advisors and Affiliates is in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of 1977.

(g) Section 10.2 Negative Pledges is deleted in its entirety and the following is inserted in lieu thereof:

"Section 10.2.    Negative Pledge

(a)    The Borrower shall not, and shall not permit any other Loan Party or Subsidiary (other than an Excluded Subsidiary of the type described in clause (a) of the definition of “Excluded Subsidiary”) to, (i) create, assume, incur, permit or suffer to exist any Lien on any of its properties, assets, income or profits of any character whether now owned or hereafter acquired, except for Permitted Liens or (ii) permit any of its properties, assets, income or profits or any direct or indirect ownership interest of the Borrower or in any Person owning any properties, assets, income or profits, to be subject to a Negative Pledge (other than the Permitted Negative Pledges).

(b)    The Borrower shall not, and shall not permit any Excluded Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Equity Interests of any Subsidiary of the Borrower holding title to any Eligible Property or any other asset the value of which is included in the determination of Unencumbered Asset Value or the Equity Interests of any Subsidiary of the Borrower that owns, directly or indirectly any Equity Interests in any Subsidiary of the Borrower holding title to any Eligible Property or any other asset the value of which is included in the determination of Unencumbered Asset Value (all such Equity Interests under this clause (i) being “Specified Equity Interests”), except for Permitted Liens described in clause (f) of the definition of that term or (ii) permit any Specified Equity Interests to be subject to a Negative Pledge (other than the Permitted Negative Pledges)."

(h) A definition of Permitted Negative Pledges is added as follows: “Permitted Negative Pledge” means (a) any Negative Pledge permitted under this Agreement, (b) any Negative Pledge under an Existing Facility on terms and conditions not more restrictive than those set forth herein and (c) any other Negative Pledge subject to an equal and ratable Lien in favor of the holders of any Unsecured Indebtedness in connection with the pledge of any property or asset to secure the Obligations in favor of the Administrative Agent."

(i) A definition of Existing Facilities is added as follows: " “Existing Facilities” means, individually and collectively, each of the Existing Ninth Amended Agreement, the Existing Fourth Amended Agreement, the Existing 2015 Term Loan Agreement and the Existing 2013 Term Loan Agreement. Definitions for each of those shall be as follows:

“Existing 2015 Term Loan Agreement” means that certain Term Loan Agreement, dated as of October 16, 2015, by and among the Borrower, the Parent, the lenders parties thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“Existing 2013 Term Loan Agreement” means that certain Term Loan Agreement, dated as of July 30, 2013, by and among the Borrower, the Parent, the lenders parties thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“Existing Fourth Amended Agreement” means that certain Fourth Amended and Restated Credit Agreement, dated as of October 16, 2015, by and among the Borrower, the Parent, the lenders parties thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“Existing Ninth Amended Agreement” means that certain Ninth Amended and Restated Credit Agreement, dated as of October 16, 2015, by and among the Borrower, the Parent, the lenders parties thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

(j)    Section 13.6 (b)(vii) which reads as below is stricken in its entirety: "(vii) Assignments by Specified Derivatives Provider . If the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Revolving Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts relating to the assigned loan to the assignee or another Lender (or Affiliate thereof)."

(k)    Section 13.6(c) is deleted in its entirety and the following is inserted in lieu thereof: "(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation as described in Section 13.6.(d) shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other

obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant's interest in any Commitments, Loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary."

(l)    EXHIBIT "F," FORM OF TERM NOTE" is deleted and Exhibit "A" attached hereto is substituted in lieu thereof.

(m)    The terms and provisions contained on Exhibit "B" attached hereto are included as part of the Agreement.

4.    Upon Borrower's execution of this Modification Agreement, the Borrower shall pay: (a) $5,000,000.00 to Agent to be used by Agent to pay down the Term Loan to $45,000,000.00; and (b) all fees and expenses incident to this Modification Agreement, including but not limited to: (i) a $157,500.00 extension fee payable to Agent for the ratable benefit of Agent and the other Lenders based upon each Lender’s Term Commitment; and (ii) the Agent’s attorneys' fees and recording costs. The $5,000,000.00 pay down received from Borrower, along with the $2,500,000.00 increase in participation by Agent as a Lender, shall be applied to pay off the $7,500,000.00 Term Note currently held by Whitney Bank. The $10,000,000.00 held by Bank of America shall be purchased/ assumed by Goldman Sachs Bank. Allocations of the Term Loan among the Lenders shall be a noted on Exhibit "C" attached hereto are included as part of the Agreement.

5.    The Borrower hereby authorizes and directs the Agent to take any action necessary to conform the Loan Documents to the terms as herein modified and by these presents accepts and confirms its liability under the Loan Documents with the terms as herein modified.

6.    All of the representations and warranties set forth in the Loan Agreement are and remain true and correct on and as of the date of this Modification Agreement with the same effect as though such representations and warranties had been made on and as of this date (except for those representations and warranties which were specifically made to be effective as of the Agreement Date, and which representations and warranties otherwise remain true and correct as of the Agreement Date).

7.    The Borrower is in full compliance with all of the terms and provisions set forth in the Loan Agreement and the other Loan Documents, and no Event of Default as specified in the Agreement or the other Documents, nor any event which, upon notice, lapse of time or both, would constitute an Event of Default thereunder, has occurred and is continuing, and the effectiveness of this Modification Agreement is conditioned on the foregoing.

8.    The Borrower agrees that amendments to the Loan Agreement shall in no way affect or otherwise release any collateral held by the Lenders as security for the Loan Agreement and the other Loan Documents. The Borrower acknowledges and agrees that any collateral held by the Lenders as such security shall continue to secure the Loan Agreement and the other Loan Documents to the same extent and in the same manner as if the foregoing modifications had not been effected. The Borrower and Loan Parties further agree that all terms and conditions of the Agreement, the Note, and the Loan Documents shall remain in full force and effect except as modified herein and any other documents executed by Borrower of even date herewith.

9.    The Borrower agrees that neither this Modification Agreement nor any other document executed prior to the date of this Modification Agreement shall constitute a waiver of any Event of Default or default or breach under the Loan Agreement or any of the other Loan Documents or a waiver of any other rights and remedies of the Agent and Lenders under the Loan Agreement, such other Loan Documents or applicable law.

10.    In order to induce the Lenders to execute, deliver, and perform its covenants under this Modification Agreement, Borrower further covenants, represents and warrants to the Agent and the Lenders that:

(a)    This Modification Agreement is not being made or entered into with the actual intent to hinder, delay, or defraud any entity or person, and, by entering into this Agreement, the ability of Borrower to pay and to otherwise perform its obligations to other creditors is materially enhanced.

(b)    This Modification Agreement is not intended by the parties to be a novation, and, except as expressly modified herein, all terms, conditions, rights and obligations as set out in the Loan Agreement and the other Loan Documents are hereby reaffirmed and shall otherwise remain in full force and effect as originally written and agreed.

(c)    No action or proceeding, including, without limitation, a voluntary or involuntary petition for bankruptcy under any chapter of the Bankruptcy Code, has been instituted or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its affiliates.

(d)    The execution of this Modification Agreement by the Borrower and the performance by the Borrower of its obligations hereunder have been duly authorized by all requisite company action, and will not violate or result in a breach or constitute a default under any of the Borrower's organizational documents or any agreements to which the Borrower is a party or by which it or its property is bound.

11.    The Borrower, the Agent, and the Lenders hereby acknowledge and agree that this Modification Agreement shall not (i) be construed to be a waiver of or forbearance with respect to any breach, default or event of default that may have occurred or may occur in the future under the Loan Agreement, or any of the other Loan Documents (collectively, "Other Defaults"), or (ii) hinder, restrict or otherwise modify the rights and remedies of the Agent or the Lenders following the occurrence of any Other Defaults.

12.    The Borrower, the Agent and the Lenders agree as follows:

(a)    Any default under this Modification Agreement will be an Event of Default under the Loan Agreement.

(b)    Any future waiver, alteration, amendment or modification of any of the provisions of this Modification Agreement shall not be valid or enforceable unless in writing and signed by all parties, it being expressly agreed that this Modification Agreement cannot be modified orally, by course of dealing or by implied agreement. Moreover, any delay by the Agent or the Lenders in enforcing its rights after a default or event of default shall not be a release or waiver of the default or event of default and shall not be relied upon by the Borrower as a release or waiver of the default.

(c)    This Modification Agreement is be binding upon and inures to the benefit of the parties hereto, their heirs, executors, administrators, successors, legal representatives and assigns.

(d)    The headings in this Modification Agreement are for convenience of reference only and shall not in any way affect the interpretation or construction of this Modification Agreement. In the event any provision of this Modification Agreement is determined to be unenforceable under applicable law, such determination will not be deemed to affect the enforceability of the other provisions of this Modification Agreement, and all such other provisions will remain in full force and effect.

(e)    This Modification Agreement is deemed to be one of the Loan Documents.

13.    THE BORROWER ACKNOWLEDGES AND AGREES THAT THERE ARE NO EXISTING OFFSETS, DEFENSES OR COUNTERCLAIMS TO THE OBLIGATIONS OF THE BORROWER, AS SET FORTH IN THE LOAN AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS, AND THAT THE BORROWER HAS NO EXISTING CLAIM FOR DAMAGES AGAINST THE AGENT OR THE LENDERS ARISING OUT OF OR RELATED TO THE LOAN OR THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND, IF AND TO THE EXTENT (IF ANY) THAT THE BORROWER HAS OR MAY HAVE ANY SUCH EXISTING CLAIM (WHETHER KNOWN OR UNKNOWN), THE BORROWER DOES HEREBY FOREVER RELEASE AND DISCHARGE, IN ALL RESPECTS, THE AGENT AND THE LENDERS WITH RESPECT TO SUCH CLAIMS.

14.    The Borrower further agrees that all terms and conditions of the Loan Agreement and Loan Documents shall remain in full force and effect except as modified in the First Modification to Amended and Restated Loan Agreement dated December 16, 2013 among the Borrower, the Lenders and others, the Second Modification to Amended and Restated Loan Agreement dated January 16, 2015 among the Borrower, the Lenders, and others, the Third Modification to Amended and Restated Loan Agreement dated October 20, 2015 among the Borrower, the Lenders, and others and this Modification Agreement.

15.    In the event Agent locates a Lender for the additional $5,000,000.00, Borrower agrees to execute and deliver to that Lender a Term Note in substantially the same form as the Term Note delivered to the Agent and Lenders of even date herewith and, Borrower shall at that

time pay to Agent for the benefit of the new Lender an extension fee of $17,500.00 based upon that Lender’s $5,000,000.00 Term Commitment. In addition, with the consent of all Lenders as to its terms, a new Modification Agreement would be executed and delivered by Borrower, Parent, Agent and all the Lenders including the new Lender to update the Loan Documents accordingly.

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IN WITNESS WHEREOF, the parties have executed this Fourth Modification to Amended and Restated Loan Agreement the day and year first above written.

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EXHIBIT "A" TO FOURTH MODIFICATION OF AMENDED AND RESTATED LOAN AGREEMENT

EXHIBIT "F"
FORM OF TERM NOTE

TERM NOTE

THIS SENTENCE MAY BE DELETED IN THE NOTES FOR THE BANKS WHICH DID NOT PARTICIPATE IN THE PRIOR LOAN: [This Term Note amends and replaces that certain Term Note dated _________________ from the undersigned Borrower in favor of the Lender described below in the original principal sum of $________________(the "Existing Note")].

$_______________    Chattanooga, Tennessee

Dated as of ____________, 20__

On ______________, 20___, or any date to which it may be extended per the option described below (the "Maturity Date"), unless sooner accelerated as provided herein, or extended as provided herein, the undersigned, CBL & ASSOCIATES LIMITED PARTNERSHIP , a Delaware limited partnership (the "Borrower"), promises to pay to the order of _____________________________________, a _________________ having a place of business in __________________________________ (the "Lender"), the principal sum of __________________________ and NO/100 Dollars ($_______________), value received, together with interest from date advanced until paid, upon disbursed and unpaid principal balances, at the rate(s) hereinafter specified, said interest being payable monthly on the fifth day of each month commencing on _____________ 5, 20___, with the final installment of interest being due and payable concurrently on the same date that the principal balance is due hereunder.

The Maturity Date may be extended to ________5, 20__, if Borrower elects to exercise the option to extend, which option may only be exercised and effective if on June 5, 2021 (i) no Event of Default or Default, as defined in the loan documents evidencing or securing this Note (the "Loan Documents") exists, (ii) Borrower gives Lender written notice of the exercise of the option at least ninety (90) days prior to __________5, 20__; and (iii) Borrower pays to Agent for the benefit of all Lenders an extension fee equal to fifteen (15) basis points of the then outstanding principal balance of the Loan. Upon satisfaction of the foregoing conditions, beginning ________ 5, 20___, payments of all accrued interest shall continue to be due and payable on the fifth (5th) day of each consecutive month with the entire unpaid principal amount hereof, together with accrued and unpaid interest thereon and all other amounts payable hereunder, being due and payable in full on ______ 5, 20__.

This Note is a “Term Note” referred to in the Amended and Restated Loan Agreement dated as of February 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Borrower, Administrative Agent and the other financial institutions party thereto and their assignees under Section 13.6. thereof, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and

not defined herein shall have the respective meanings given to such terms in the Loan Agreement.

Subject to the limitations hereinafter set forth, the outstanding principal amount hereof shall bear interest from and including the first day of the Interest Period (hereinafter defined) to and including the last day of such Interest Period at a rate per annum equal to the sum of (a) the Applicable Margin to Term Loan [one and sixty five hundredths percent (1.65%)], plus (b) the LIBOR Rate. "LIBOR Rate" shall mean the independent index which is the London Interbank Offered Rate of interest for an interest period of one (1) month, which appears on Bloomberg page BBAM under the column heading “USD” on the day that is two (2) London Business Days preceding the end of each Interest Period (the “Reset Date”); however the LIBOR Rate used hereunder shall never be less than zero (0%). “London Business Day” shall mean any day on which commercial lenders in London, England are open for general business. If the LIBOR Rate, as defined above, is not available or is not published for any Reset Date, then LIBOR Rate shall mean the per annum rate of interest equal to the sum of the Base Rate plus one and ninety five hundredths percent (1.95%) per annum, which rate shall become effective at the beginning of the next Interest Period. As used herein "Interest Period" initially means from the date of this Note through the end of the current month and then each calendar month thereafter, with the LIBOR Rate adjusting on the first day of each month.

The annual interest rate for this Note is computed by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.

Borrower may not reborrow any sums paid under this Note.

In the event that the foregoing provisions should be construed by a court of competent jurisdiction not to constitute a valid, enforceable designation of a rate of interest or method of determining same, or if the LIBOR Rate or an acceptable substitute rate is no longer published or is unavailable for any reason, the indebtedness hereby evidenced shall bear interest at Administrative Agent’s Base Rate. "Base Rate" means the base commercial rate of interest established from time to time by Administrative Agent. The Base Rate is currently __________ and ___________ hundredths percent (____%) per annum.

This Note is secured by a Guaranty Agreement dated February 22, 2013 from CBL & Associates Properties, Inc., as such Guaranty Agreement may be amended from time to time.

All installments of interest, and the principal hereof, are payable for the account of the Lender at the office of Administrative Agent, 701 Market Street, Chattanooga, Tennessee 37402, or at such other place as the holder may designate in writing, in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment.

Any amounts not paid when due hereunder (whether by acceleration or otherwise) shall bear interest from the date due at the lesser of (a) Post-Default Rate or (b) the maximum effective variable contract rate which it is lawful for the holder hereof to charge.

For any payment which is not made within ten (10) days of the due date for such payment, the Borrower shall pay a late fee, including without limitation loans which are renewed more than ten (10) days after the due date even though the renewal may be dated as of the past-due payment date. The late fee shall be equal to five percent (5%) of the unpaid portion of the past-due payment.

Upon the occurrence of an Event of Default, then, in such event, the entire unpaid principal balance of the indebtedness evidenced hereby together with all interest then accrued, shall, at the absolute option of the Lender, at once become due and payable, without demand or notice, the same being expressly waived.

If this Note is placed in the hands of an attorney for collection, by suit or otherwise, or to protect the security for its payment, or to enforce its collection, or to represent the rights of the Lender in connection with any loan documentation executed in connection herewith, or to defend successfully against any claim, cause of action or suit brought by the Borrower, the Parent or any other Loan Party against the Lender, the Borrower shall pay on demand all costs of collection and litigation (including court costs), together with a reasonable attorney's fee.

The Borrower and any endorsers or guarantors hereof waive protest, demand, presentment, and notice of dishonor, and agree that this Note may be extended, in whole or in part, without limit as to the number of such extensions or the period or periods thereof, without notice to them and without affecting their liability hereon.

It is the intention of the Lender and the Borrower to comply strictly with applicable usury laws; and, accordingly, in no event and upon no contingency shall the Lender ever be entitled to receive, collect, or apply as interest any interest, fees, charges or other payments equivalent to interest, in excess of the maximum rate which the Lender may lawfully charge under applicable statutes and laws from time to time in effect; and in the event that the holder hereof ever receives, collects, or applies as interest any such excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal amount of the indebtedness hereby evidenced; and if the principal amount of the indebtedness evidenced hereby, and all lawful interest thereon, is paid in full, any remaining excess shall forthwith be paid to the Borrower, or other party lawfully entitled thereto. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest rate which Lender may lawfully charge under applicable law from time to time in effect, the Borrower and the Lender shall, to the maximum extent permitted under applicable law, characterize any non-principal payment as a reasonable loan charge, rather than as interest. Any provision hereof, or of any other agreement between the Lender and the Borrower, that operates to bind, obligate, or compel the Borrower to pay interest in excess of such maximum rate shall be construed to require the payment of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained herein or in any other agreement between the Lender and the Borrower that is in conflict with the provisions of this paragraph.

No recourse shall be had, whether by levy or execution or otherwise, for the payment of any obligations due or for any claim under this Note against any of Borrower's principals, shareholders, officers, directors, agents, trustees, advisors or employees, except with respect to

CBL & Associates Properties, Inc. under any Guaranty Agreement dated on or about the date hereof, as amended from time to time, and for any failure to abide by sections of the Loan Agreement applicable to it.

This Note shall be governed and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that Section 85 of Title 12 of the United States Code (or other applicable federal statue) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Borrower be liable for the payment of interest in excess of the maximum rate permitted by such applicable law, from time to time in effect.

CBL Holdings I, Inc., Borrower’s sole general partner, its successors and assigns shall not be personally liable for the payment of this Note except to the extent set forth in Section 13.21 of the Loan Agreement.

The principal amount of this Note may be prepaid in whole or in part at any time, and from time to time without penalty or premium unless it is prepaid within twenty four (24) months from the date of this Note, in which event Borrower shall pay a prepayment penalty equal to fifty (50) basis points times the amount being prepaid.

THIS PARAGRAPH MAY BE DELETED IN THE NOTES FOR THE BANKS WHICH DID NOT PARTICIPATE IN THE PRIOR LOAN: This Note is an amendment to and replacement of the Existing Note. All references herein to the “Note” shall collectively refer to this Term Note. The execution and delivery of this Note does not constitute payment, cancellation, satisfaction, discharge, release or novation of the Existing Note.

To the extent there is a conflict between the terms of this Note and the terms of the Loan Agreement, the Loan Agreement shall govern and control.

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STATE OF TENNESSEE:

COUNTY OF HAMILTON:

Personally appeared before me, ________________________, a Notary Public in and for said State and County duly commissioned and qualified, Farzana Khaleel, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged that she executed the within instrument for the purposes therein contained, and who further acknowledged that she is the Executive Vice President and Chief Financial Officer of CBL Holdings I, Inc. (the "Constituent"), the sole general partner of CBL & Associates Limited Partnership, a Delaware limited partnership (the "Borrower") and is authorized by the Borrower or by its Constituent, the Constituent being authorized by the Borrower, to execute this instrument on behalf of the Borrower.

WITNESS my hand, at office, this ____ day of ______________, 2017.

Notary Public

My Commission Expires:

(Notary Seal)

EXHIBIT "B" TO FOURTH MODIFICATION OF AMENDED AND RESTATED LOAN AGREEMENT

The below definitional terms and other agreements shall be a part of the Agreement and to the extent the existing definitional terms and other agreements contained the Agreement are contrary to the below definitional terms and other agreements the below shall control.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be

conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower and each Lender.

 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(ii)    the effects of any Bail-In Action on any such liability, including, if applicable:

a reduction in full or in part or cancellation of any such liability;

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

Section 3.9(d) shall be deleted in its entirety and the following shall be substituted in lieu thereof: " (d)    Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Commitment Percentages (determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section [Acknowledgement and Consent to Bail-In of EEA Financial Institutions], no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation."

    

Exhibit 10.12.3

EXECUTION VERSION

INCREASE AND SECOND AMENDMENT TO

TERM LOAN AGREEMENT

THIS INCREASE AND SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made and entered into as of July 28, 2017, by and among CBL & ASSOCIATES LIMITED PARTNERSHIP , a Delaware limited partnership (hereinafter referred to as the “Borrower”), CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (hereinafter referred to as the “Parent”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), a national banking association, as contractual representative of the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, Borrower, Parent, Lenders and Administrative Agent entered into that certain Term Loan Agreement dated as of July 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders agreed to extend to Borrower a term loan facility in the aggregate principal amount of Four Hundred Million and No/100 Dollars ($400,000,000.00). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement;

WHEREAS, the Credit Agreement provides in Section 2.11 thereof that any bank, financial institution or other institutional lender may participate in tranches of Incremental Term Loans under the Credit Agreement, subject to the terms set forth therein, by executing and delivering to Borrower and Administrative Agent documentation acceptable to Administrative Agent;

WHEREAS, each undersigned Lender that is currently party to the Credit Agreement and desires to provide Incremental Term Loans, and each undersigned Lender that desires to become party to the Credit Agreement as a “Lender” thereunder, in each case identified on the signature pages hereto as an “Increasing Lender” (collectively, the “Increasing Lenders”), now desires to provide Incremental Term Loans having the same terms and conditions as the Term Loans of up to $90,000,000, subject to the terms and conditions of this Amendment and up to the amount of such Increasing Lender’s commitment in respect of such Incremental Term Loans (the “Incremental Term Loan Commitment”), as set forth on Exhibit A attached hereto;

WHEREAS, Borrower, Parent, Requisite Lenders and Administrative Agent desire to modify and amend the Credit Agreement, in each case, on the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the premises, for Ten and No/100 Dollars ($10.00) in hand paid by the parties to each other, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Borrower, Parent, Requisite Lenders, and Administrative Agent, Borrower, Parent, Requisite Lenders and Administrative Agent do hereby covenant and agree as follows:

1.     Increasing Lender . As of the effective date of this Amendment (the “Amendment Effective Date”) pursuant to Section 3 below, each undersigned Increasing Lender agrees to make Incremental Term Loans having the same terms and conditions as the Term Loans in the principal amount of such Increasing Lender’s Incremental Term Loan Commitment. For the avoidance of doubt, such extension of Incremental Term Loan Commitments shall be deemed to have occurred immediately prior to the amendments set forth in Section 2 below. Each Increasing Lender not a party to the Credit Agreement prior to the date hereof hereby acknowledges and agrees that, by its execution of this Amendment as an “Increasing Lender”, (i) such Increasing Lender will be deemed to be a party to the Credit Agreement as a “Lender” and (ii) such Increasing Lender shall have all of the obligations of a “Lender” under the Credit Agreement and agrees to be bound by all of the terms, provisions and conditions applicable to “Lenders” contained in the Credit Agreement, in each case, as if it had executed the same.

2. Amendments to Credit Agreement . As of the Amendment Effective Date and immediately after giving effect to the making of the Incremental Term Loans pursuant to Section 1 above, the Credit Agreement is hereby amended as set forth in the marked terms on Exhibit B-1 attached hereto including the amended Schedules and Exhibits thereto (the “Amended Credit Agreement”). In Exhibit B-1 hereto, deletions of text in the Amended Credit Agreement are indicated by struck-through text, and insertions of text are indicated by bold, double-underlined text. Exhibit B-2 attached hereto sets forth a clean copy of the Amended Credit Agreement, after giving effect to such amendments. As so amended, the Credit Agreement shall continue in full force and effect. JPMorgan Chase Bank, N.A. shall be an Extending Lender solely with respect to $30,000,000 of its outstanding Term Loans and shall be a Non-Extending Lender solely with respect to $10,000,000 of its outstanding Term Loans. Regions Bank shall be an Extending Lender solely with respect to $35,000,000 of its outstanding Term Loans and shall be a Non-Extending Lender solely with respect to $3,000,000 of its outstanding Term Loans.

3. Conditions Precedent . Subject to the other terms and conditions hereof, this Amendment shall not become effective until:

other comparable organizational instrument (if any) of (i) Borrower and Parent certified as of a recent date by the Secretary of State of the state of formation of such Person and (ii) each other Loan Party filed with the Secretary of State of the state of formation of such Person, and in each case, certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Person, or certification from the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party that there have been no changes thereto since the Effective Date of the Credit Agreement or the most recent amendment thereto;

Upon fulfillment of the foregoing conditions precedent, this Amendment shall become effective as of the date hereof.

4.     Borrower Election . Borrower hereby elects to enter into one or more tranches of Incremental Term Loans in accordance with the terms of this Amendment.

5.     Representations and Warranties; No Default . Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

(a)    all of Borrower’s representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true in all respects) on and as of the date of Borrower’s execution of this Amendment except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on

and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement;

(b)    no Default or Event of Default has occurred and is continuing as of the date of Borrower’s execution of this Amendment under any Loan Document;

(c)    Borrower and Parent have the power and authority to enter into this Amendment and to perform all of their respective obligations hereunder;

(d)    the execution, delivery and performance of this Amendment by Borrower and Parent have been duly authorized by all necessary corporate, partnership or other action;

(e)    the execution and delivery of this Amendment and performance thereof by Borrower and Parent does not and will not violate the organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower, Parent, CBL Holdings I, Inc., or their respective properties; and

(f)    this Amendment and the Consent and Reaffirmation attached as Annex I hereto, constitute legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof, subject to bankruptcy, insolvency and similar laws of general application affecting the rights and remedies of creditors and, with respect to the availability of the remedies of specific enforcement, subject to the discretion of the court before which any proceeding therefor may be brought.

6.     Expenses . Borrower agrees to pay, promptly following demand by the Administrative Agent, all reasonable costs, expenses, fees and other charges and expenses actually incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment.

7.     Defaults Hereunder . The breach of any representation, warranty or covenant contained herein or in any document executed in connection herewith, or the failure to observe or comply with any term or agreement contained herein shall constitute a Default or Event of Default under the Credit Agreement (subject to any applicable cure period set forth in the Credit Agreement) and the Administrative Agent and the Lenders shall be entitled to exercise all rights and remedies they may have under the Credit Agreement, any other documents executed in connection therewith and applicable law.

8.     References . All references in the Credit Agreement and the Loan Documents to the Credit Agreement shall hereafter be deemed to be references to the Credit Agreement as amended hereby and as the same may hereafter be amended from time to time.

9.     Limitation of Agreement . Except as especially set forth herein, this Amendment shall not be deemed to waive, amend or modify any term or condition of the Credit Agreement, each of which is hereby ratified and reaffirmed and which shall remain in full force and effect, nor to serve as a consent to any matter prohibited by the terms and conditions thereof.

10.     Counterparts . To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto having attached to it additional signature pages.

11.     Further Assurances . Borrower agrees to take such further action as the Administrative Agent or the Lenders shall reasonably request in connection herewith to evidence the amendments herein contained to the Credit Agreement.

12.     Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

13.     Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[ Signatures Begin on Following Page ]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.

[Signatures Continued on Following Page]

Signature Page to Increase and Second Amendment to

Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

[Signature Page to Increase and Second Amendment to Term Loan Agreement ]

                

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Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

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Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

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Signature Page to Increase and Second Amendment to

Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

[Signature Page to Increase and Second Amendment to Term Loan Agreement]

                            

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Signature Page to Increase and Second Amendment to

Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

[Signature Page to Increase and Second Amendment to Term Loan Agreement]

                        

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Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

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Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

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Term Loan Agreement dated as of July 30, 2013

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Term Loan Agreement dated as of July 30, 2013

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[End of Signatures]

Signature Page to Increase and Second Amendment to

Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

ANNEX I

CONSENT AND REAFFIRMATION

The undersigned hereby acknowledges receipt of a copy of the foregoing Increase and Second Amendment to the Term Loan Agreement dated as of July 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as the “Borrower”), CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation (hereinafter referred to as the “Parent”), the Lenders party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as contractual representative of the Lenders (in such capacity, the “Administrative Agent”), which Increase and Second Amendment is dated as of July 28, 2017 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement.

Without in any way establishing a course of dealing by the Administrative Agent or any Lender, the undersigned consents to the Amendment and reaffirms the terms and conditions of the Parent Guaranty and any other Loan Document executed by it and acknowledges and agrees that the Parent Guaranty and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above‑referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.

Dated: July 28, 2017

[ Signature Pages Follow ]

CBL & Associates Properties, Inc.

By:______________________________

Name:

Title:

Signature Page to Reaffirmation to Increase and Second Amendment to

Term Loan Agreement dated as of July 30, 2013

CBL & Associates Limited Partnership et al

EXHIBIT B-1

MARKED CREDIT AGREEMENT

See attached.

CONFORMED COPY

Including Amendment No. 1, dated as of October 16, 2015 , and

Increase and Amendment No. 2, dated as of July 28, 2017

NOT A LEGAL DOCUMENT

Loan Number: 1010180

    

---

TERM LOAN AGREEMENT

Dated as of July 30, 2013

by and among

CBL & ASSOCIATES LIMITED PARTNERSHIP,

as Borrower,

CBL & ASSOCIATES PROPERTIES, INC.,

as Parent, solely for the limited purposes set forth in Section 13.22.,

The financial institutions party hereto

and their assignees under Section 13.6.,

as Lenders,

WELLS FARGO Bank, National Association,

as Administrative Agent,

JPMORGAN CHASE CITIZENS BANK, N.A.,

as Syndication Agent

and

PNC BANK, NATIONAL ASSOCIATION, AND

U.S. BANK NATIONAL ASSOCIATION,

Royal Bank of Canada , PNC Bank, National Association , and

U.S. Bank National Association ,

as Documentation Agents

WELLS FARGO securities, LLC and ,

CITIZENS BANK, N.A., PNC CAPITAL MARKETS LLC, and

J U . P S . Morgan securities llc BANK NATIONAL ASSOCIATION ,

as Co-Lead Joint Lead Arrangers and Co-Book Runners Joint Bookrunners

TABLE OF CONTENTS

THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of July 30, 2013 by and among CBL & ASSOCIATES LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (the “Borrower”), CBL & ASSOCIATES PROPERTIES, INC., a corporation organized under the laws of the State of Delaware (the “Parent”), joining in the execution of this Agreement solely for the limited purposes set forth in Section 13.22., each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”) and JPMORGAN CHASE , CITIZENS BANK, N.A., as Syndication Agent (“Syndication Agent”) and Royal Bank of Canada, PNC Bank, National Association , and U.S. Bank National Association, each as Documentation Agent (each a “Documentation Agent”).

WHEREAS, the Borrower has requested that the Lenders provide a term loan facility for the purposes set forth herein and the Lenders have agreed to do so on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Article I. Definitions

Section 1.1 Definitions.

In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

“ Additional Costs ” has the meaning given that term in Section 5.1.(b).

“ Administrative Agent ” means Wells Fargo Bank, National Association, as contractual representative of the Lenders under this Agreement, or any successor Administrative Agent appointed pursuant to Section 12.8.

“ Administrative Questionnaire ” means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time.

“ Affected Lender ” has the meaning given that term in Section 5.6.

“ Affiliate ” means, with respect to any Person, (a) in the case of any such Person which is a partnership or limited liability company, any partner or member in such partnership or limited liability company, respectively, (b) any other Person which is directly or indirectly controlled by, controls or is under common control with such Person or one or more of the Persons referred to in the preceding clause (a), (c) any other Person who is an officer, director, trustee or employee of, or partner in, such Person or any Person referred to in the preceding clauses (a) and (b), (d) any other Person who is a member of the immediate family of such Person or of any Person referred to in the preceding clauses (a) through (c), and (e) any other Person that is a trust solely for the benefit of one or more Persons referred to in clause (d) and of which such Person is sole trustee; provided , however , in no event shall the Administrative Agent or any Lender or any of its or their respective Affiliates be an Affiliate of Borrower, Parent or any other Loan Party. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The Affiliates of a Person shall

include any officer or director of such Person. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower, Parent or any other Loan Party.

“ Agreement Date ” means the date as of which this Agreement is dated.

“ Amendment No. 2 ” means that certain Increase and Second Amendment to Term Loan Agreement , dated as of July 28, 2017, by and among the Borrower, the Parent, the Administrative Agent and the Lenders party thereto.

“ Anchor Redevelopment ” means the new square footage of a Property that (a) is or was an anchor store (including, without limitation, Properties formerly operated by Macy’s, Inc., Sears Holdings Corporation, J. C. Penney Company, Inc. , Belk, Inc. or Dillard’s Inc., or any of their Affiliates) and (b) is currently under redevelopment for new retail, entertainment, office, medical, multi-family and/or mixed-use space.

“ Anti-Corruption Laws ” means all laws, rules, and regulations Applicable Laws of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery , or corruption or money laundering , including without limitation, the Foreign Corrupt Practices Act of 1977 .

“ Anti-Money Laundering Laws ” means any and all Applicable Laws related to the financing of terrorism or money laundering , including without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S. C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b)      and 1951-1959).

“ Applicable Law ” means all applicable provisions of constitutions, statutes, treaties, rules, guidelines, administrative or judicial precedents or authorities, regulations and orders of any Governmental Authority, including all orders and decrees of all courts, tribunals and arbitrators.

“ Applicable Margin ” means the percentage rate set forth in the table below corresponding to the level (each, a “Level”) into which the Borrower’s Credit Rating then falls:

Any change in the Borrower’s Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 9.4.(l) that the Borrower’s Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed. During any period for which the Borrower has received three Credit Ratings which are not equivalent, the Applicable Margin will be determined by (a) the highest Credit Rating if the highest Credit Rating and the second highest Credit Rating differ by only one Level or (b) the average of the two highest Credit Ratings if they differ by two or more Levels (unless the average is not a recognized Level, in which case the Applicable Margin will be based on the Credit Rating one Level below the Level corresponding to the highest Credit Rating). During any period for which the Borrower has received only two Credit Ratings and such Credit Ratings are not equivalent, the Applicable Margin will be determined by (i) the highest Credit Rating if they differ by only one Level or (ii) the average of the two Credit Ratings if they differ by two or more Levels (unless the average is not a recognized Level, in which case the Applicable Margin will be based on the Credit Rating one Level below the Level corresponding to the higher Credit Rating). During any period for which the Borrower has received no Credit Rating from Fitch, if the Borrower also ceases to have a Credit Rating from one of S&P or Moody’s, then the Applicable Margin shall be determined based on the remaining such Credit Rating. Notwithstanding any Credit Rating from Fitch, during any period in which neither S&P nor Moody’s has provided a Credit Rating corresponding to Level 4 or better to the Borrower, the Applicable Margin shall be determined based on Level 5.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of any entity that administers or manages a Lender.

“ Assignment and Assumption ” means an Assignment and Assumption Agreement among a Lender, an Eligible Assignee and the Administrative Agent, substantially in the form of Exhibit A .

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy Code ” means the Bankruptcy Code of 1978, as amended.

“ Base Rate ” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or the LIBOR Market Index Rate (provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable or unascertainable).

“ Base Rate Loan ” means a Loan bearing interest at a rate based on the Base Rate.

“ Benefit Arrangement ” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“ Borrower ” has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.

“ Business Day ” means (i) a day of the week (but not a Saturday, Sunday or holiday) on which the offices of the Administrative Agent in Minneapolis, Minnesota are open to the public for carrying on substantially all of the Administrative Agent’s business functions, and (ii) if such day relates to a LIBOR Loan, any such day that is also a day on which dealings in Dollars are carried on in the London interbank market. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“ Capitalization Rate ” means (a) 6.50% for a Property having average sales per square foot of more than $500 for the period of 12 consecutive months most recently ending and (b) 7.50% for any other Property.

“ Capitalized Lease Obligations ” means obligations under a lease (or other arrangement conveying the right to use) to pay rent or other amounts, in each case that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

“ Capital Reserves ” means, for any period and with respect to any Property, an amount equal to (a) the aggregate square footage of all completed space of such Property owned by the Borrower or any of its Subsidiaries times (b) $0.20 times (c) the number of days in such period divided by (d) 365. If the term Capital Reserves is used without reference to any specific Property, then it shall be determined on an aggregate basis with respect to all Properties and the applicable Ownership Shares of all Properties of all Unconsolidated Affiliates.

“ Cash Equivalents ” means: (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organisation for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short‑term commercial paper rating of at least A‑2 or the equivalent by S&P or at least P‑2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A‑2 or the equivalent thereof by S&P or at least P‑2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940, as amended, which have net assets of at least $500,000,000 and at least eighty-five percent (85%) of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above.

“ Co-Lead Arrangers ” means each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, in such capacity, together with their respective successors and assigns.

“ Compliance Certificate ” has the meaning given that term in Section 9.3.

“ Continue ”, “ Continuation ” and “ Continued ” each refers to the continuation of a LIBOR Loan from one Interest Period to another Interest Period pursuant to Section 2.7.

“ Convert ”, “ Conversion ” and “ Converted ” each refers to the conversion of a Loan of one Type into a Loan of another Type pursuant to Section 2.8.

“ Credit Event ” means any of the following: (a) the making (or deemed making) of any Loan, (b) the Conversion of a Loan and (c) the Continuation of a LIBOR Loan.

“ Credit Rating ” means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar Applicable Laws relating to the relief of debtors in the United States of America or other applicable jurisdictions from time to time in effect.

“ Default ” means any of the events specified in Section 11.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“ Defaulting Lender ” means, subject to Section 3.9.(c), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action ; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs

of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(c)) upon delivery of written notice of such determination to the Borrower and each Lender.

“ Derivatives Contract ” means (a) any transaction (including any master agreement, confirmation or other agreement with respect to any such transaction) now existing or hereafter entered into by the Parent, the Borrower or any of their respective Subsidiaries (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any combination of these transactions.

“ Derivatives Support Document ” means (i) any Credit Support Annex comprising part of (and as defined in) any Specified Derivatives Contract, and (ii) any document or agreement pursuant to which cash, deposit accounts, securities accounts or similar financial asset collateral are pledged to or made available for setoff by, a Specified Derivatives Provider, including any banker’s lien or similar right, securing or supporting Specified Derivatives Obligation.

“ Derivatives Termination Value ” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any thereof).

“ Development Property ” means a Property currently under development that has not achieved an Occupancy Rate of eighty-five percent (85%) or more (or, for purposes of the definition of Unencumbered Asset Value , in the case of any Anchor Redevelopment, that does not have executed leases for seventy-five percent (75%) or more of the square footage of such Property) or, subject to the last sentence of this definition, on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed. The term “Development Property” shall include real property of the type described in the immediately preceding sentence that satisfies both of the following conditions: (i) it is to be (but has not yet been) acquired by the Borrower, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such real property is required

to develop or renovate prior to, and as a condition precedent to, such acquisition and (ii) a third party is developing such property using the proceeds of a loan that is Guaranteed by, or is otherwise recourse to, the Parent, the Borrower, any Subsidiary or any Unconsolidated Affiliate. A Development Property on which all improvements (other than tenant improvements on unoccupied space) related to the development of such Property have been completed for at least fifteen (15) months shall cease to constitute a Development Property notwithstanding the fact that such Property has not achieved an Occupancy Rate of at least eighty-five percent (85%) (or, for purposes of the definition of Unencumbered Asset Value, in the case of any Anchor Redevelopment, executed leases for at least seventy-five percent (75%) of the square footage of such Property) .

“ Disbursement Instruction Agreement ” means an agreement substantially in the form of Exhibit H to be executed and delivered by the Borrower pursuant to Section 2.10., as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

“ Dollars ” or “ $ ” means the lawful currency of the United States of America.

“ EBITDA ” means, with respect to a Person, for any period and without duplication, the sum of (a) net income (loss) of such Person for such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for such period): (i) depreciation and amortization expense (less depreciation and amortization expense allocable to non-controlling interest in Subsidiaries of the Borrower for such period); (ii) interest expense; (iii) income tax expense; (iv) extraordinary or nonrecurring items, including without limitation, gains and losses from the sale of operating Properties; and (v) equity in net income (loss) of its Unconsolidated Affiliates plus  (b) such Person’s Ownership Share of EBITDA of Unconsolidated Affiliates for such period. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805. For purposes of this definition, nonrecurring items shall be deemed to include (v) abandoned projects, (w) impairments and other non-cash charges, (x) gains and losses on early extinguishment of Indebtedness, (y) cash or non-cash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause ( a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1. shall have been fulfilled or waived in accordance with the provisions of Section 13.7.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and (ii) unless a Default or Event of Default exists, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries or any Defaulting Lender or its Affiliates.

“ Eligible Property ” means a Property which satisfies all of the following requirements as confirmed by the Administrative Agent: (a) such Property is wholly owned in fee simple (or with the consent of the Requisite Lenders, leased under a Ground Lease) by the Borrower or a Wholly Owned Subsidiary (which Subsidiary shall be a Guarantor if required pursuant to the provisions of Section 8.14.(a) or shall be the Management Company or any Wholly Owned Subsidiary of the Management Company); (b) such Property is located in a State of the United States of America or in the District of Columbia; (c) neither such Property, nor any interest of the Borrower or any Subsidiary therein, nor, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary, is subject to (i) any Lien other than Permitted Liens (but not Permitted Liens described in clause (g) of the definition of that term) or (ii) any Negative Pledge ; (other than Permitted Negative Pledges); (d) regardless of whether such Property is owned (or with the consent of the Requisite Lenders, leased under a Ground Lease) by the Borrower or a Wholly Owned Subsidiary, the Borrower has the right directly, or indirectly through a Wholly Owned Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Property; and (e) to Borrower’s knowledge, such Property is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Property. The initial list of Eligible Properties shall be provided by the Borrower to the Administrative Agent and the Lenders on the Agreement Date in the Officer’s Certificate. For the avoidance of doubt, no Property owned or leased by an Excluded Subsidiary (other than the Management Company or any Wholly Owned Subsidiary of the Management Company) shall be an “Eligible Property” hereunder.

“ Environmental Laws ” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection of the environment.

“ Equity Interest ” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or non-voting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Group ” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurodollar Reserve Percentage ” means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“ Event of Default ” means any of the events specified in Section 11.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

“ Excluded Subsidiary ” means (a) any Subsidiary of the Borrower that (x)(i) holds title to assets that are or are to become collateral for any Secured Indebtedness of such Subsidiary or (ii) owns, directly or indirectly, any Equity Interests in a Subsidiary or Unconsolidated Affiliate holding title to assets that are or are to become collateral for any Secured Indebtedness of such Subsidiary or Unconsolidated Affiliate and (y) in the case of any such Subsidiary under clause (a)(x)(ii), (1) is prohibited from Guaranteeing the Indebtedness of any other Person pursuant to (i) any document, instrument or agreement evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents, which was included in such Subsidiary’s organizational documents as a condition to the incurrence of such Secured Indebtedness or (2) does not own any Specified Equity Interests, (b) any Subsidiary of the Borrower (other than a Wholly Owned Subsidiary of the Borrower) that is prohibited from Guaranteeing the Indebtedness of any other Person pursuant to a provision of such Subsidiary’s organizational documents as in effect as of the Agreement Date, (c) 2030 Insurance, LLC and 2030 Insurance Protected Cell Series 2013-45 of Picasso Insurance, LLC , in each case solely to the extent such Subsidiary continues to be in the business of insurance services of the type in which it is engaged as of the Agreement Date and (d) the Management Company and any of its Wholly Owned Subsidiaries .

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Term Loan Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Term Loan Commitment (other than pursuant to an assignment request by the Borrower under Section 5.6.) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.10., amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes

attributable to such Recipient’s failure to comply with Section 3.10.(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Excluded Subsidiary ” means (a) any Subsidiary of the Borrower that (x)(i) holds title to assets that are or are to become collateral for any Secured Indebtedness of such Subsidiary or (ii) owns, directly or indirectly, any Equity Interests in a Subsidiary or Unconsolidated Affiliate holding title to assets that are or are to become collateral for any Secured Indebtedness of such Subsidiary or Unconsolidated Affiliate and (y) in the case of any such Subsidiary under clause (a)(x)(ii), (1) is prohibited from Guaranteeing the Indebtedness of any other Person pursuant to (i) any document, instrument or agreement evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents, which was included in such Subsidiary’s organizational documents as a condition to the incurrence of such Secured Indebtedness or (2) does not own any Specified Equity Interests, (b) any Subsidiary of the Borrower (other than a Wholly Owned Subsidiary of the Borrower) that is prohibited from Guaranteeing the Indebtedness of any other Person pursuant to a provision of such Subsidiary’s organizational documents as in effect as of the Agreement Date, (c) Hamilton Insurance Company, LLC, Chattanooga Insurance Company, Ltd., and DM Cayman II, Inc. , in each case solely to the extent such Subsidiary continues to be in the business of insurance services of the type in which it is engaged as of the Agreement Date , (d) the Management Company and any of its Wholly Owned Subsidiaries and (e) Arbor Place Limited Partnership, The Galleria Associates, L.P. , Oak Park Holding I, LLC, CBL/MS General Partnership, Montgomery Partners, L.P., Jarnigan Road Limited Partnership, Laurel Park Retail Holding LLC, OK City Member, LLC, CW Joint Venture, LLC, CBL SubREIT, Inc., Foothills Mall Associates, LP and The Pavilion at Port Orange, LLC, in each case solely for so long as such Subsidiary would have adverse tax consequences to any owner (either direct or indirect) of its Equity Interests were it not designated an “Excluded Subsidiary” hereunder. The initial list of Excluded Subsidiaries shall be provided by the Borrower to the Administrative Agent and the Lenders on the Agreement Date in the Officer’s Certificate.

“ Existing 2015 Term Loan Agreement ” means that certain Term Loan Agreement, dated as of October 16, 2015, by and among the Borrower, the Parent, the lenders parties thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“ Existing Facilities ” means, individually and collectively, each of the Existing Ninth Amended Agreement , the Existing Fourth Amended Agreement , the Existing 2015 Term Loan Agreement and the Existing First Tennessee Agreement.

“ Existing First Tennessee Agreement ” means that certain Amended and Restated Loan Agreement, dated February 22, 2013, by and among the Borrower, the Parent, the lenders parties thereto from time to time and First Tennessee Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“ Existing Fourth Amended Agreement ” means that certain Fourth Amended and Restated Credit Agreement, dated as of October 16, 2015, by and among the Borrower, the Parent, the lenders parties thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“ Existing Ninth Amended Agreement ” means that certain Ninth Amended and Restated Credit Agreement, dated as of October 16, 2015, by and among the Borrower, the Parent, the lenders parties thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“ Existing Revolving Facilities ” means, individually and collectively, each of the Existing Ninth Amended Agreement and the Existing Fourth Amended Agreement .

“ Extended Maturity Date ” means July 28, 2020.

“ Extending Lender ” means each Lender signatory to Amendment No. 2 as a “Lender” thereunder.

“ Extension Notice ” has the meaning given that term in Section 2.12.

“ Fair Market Value ” means, (a) with respect to a security listed on a national securities exchange or the NASDAQ National Market, the price of such security as reported on such exchange or market by any widely recognized reporting method customarily relied upon by financial institutions and (b) with respect to any other property, the price which could be expected to be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction.

“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(i) of the Internal Revenue Code.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent; provided, that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Fee Letter Letters ” means , collectively, (i) that certain fee letter dated as of July 8 10 , 2013 2017 , by and between among the Borrower , the Parent and the Administrative Agent . , (ii) that certain fee letter dated as of July 10, 2017, by and among the Borrower, the Parent and Citizens Bank, N.A., (iii) that certain fee letter dated as of July 28, 2017, by and among the Borrower, the Parent , PNC Bank, National Association and PNC Capital Markets LLC, and (iv) that certain fee letter dated as of July 28, 2017, by and among the Borrower, the Parent and U.S. Bank National Association .

“ Fees ” means the fees and commissions provided for or referred to in Section 3.5. and any other fees payable by the Borrower hereunder, under any other Loan Document or under the Fee Letter Letters .

“ Fitch ” means Fitch Ratings, a majority-owned Subsidiary of Fimalac, S.A. and its successors.

“ Fixed Charges ” means, with respect to a Person and for a given period, without duplication, the sum of (a) the Interest Expense of such Person for such period, plus (b) the aggregate of all regularly scheduled principal payments on Indebtedness payable by such Person during such period (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness). The Parent’s Ownership Share of the Fixed Charges of Unconsolidated Affiliates will be included when determining the Fixed Charges of the Parent.

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funds From Operations ” means, with respect to a Person and for a given period, net income (computed in accordance with GAAP), excluding gains (or losses) on sales of operating properties, plus depreciation, amortization, and after adjustments for unconsolidated partnerships, joint ventures and minority interests. Adjustments for unconsolidated partnerships and joint ventures are calculated on the same basis. For purposes of this Agreement, Funds From Operations shall be calculated consistent with the definition of " “ Funds From Operations " ” as set forth in the Parent’s Form 10-Q for the second quarter of Fiscal Year 2015 as filed with the Securities and Exchange Commission, as such definition may be modified with the prior approval of Requisite Lenders.

“ GAAP ” means accounting principles generally accepted in the United States of America as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity including, without limitation, the Securities and Exchange Commission, as may be approved by a significant segment of the accounting profession in the United States of America, which are applicable to the circumstances as of the date of determination.

“ General Partner ” means CBL Holdings I, Inc., a Delaware corporation, and a Wholly Owned Subsidiary of the Parent and the sole general partner of Borrower, and shall include the General Partner’s successors and permitted assigns.

“ Governmental Approvals ” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

“ Governmental Authority ” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity that has the right to govern any of the parties to this Agreement (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

“ Ground Lease ” means a ground lease containing the following terms and conditions: (a) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (b) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (c) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (d) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“ Guarantors ” means, individually and collectively, as the context shall require: (i) the Parent, (ii) any Subsidiary that becomes a Guarantor pursuant to the terms of Section 8.14. and (iii) any Subsidiary that elects to become a Guarantor.

“ Guaranty ”, “ Guaranteed ” or to “ Guarantee ” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of non-performance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of non-performance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit, or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean each guaranty executed and delivered pursuant to Section 6.1. or 8.14. and substantially in the form of Exhibit B .

“ Hazardous Materials ” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million.

“ ICE ” has the meaning given that term in the definition of the term “LIBOR”.

“ Incremental Term Loan ” has the meaning assigned to such term in Section 2.11.

“ Incremental Term Loan Amendment ” has the meaning assigned to such term in Section 2.11.

“ Indebtedness ” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed or for the deferred purchase price of property or services (excluding trade debt incurred in the ordinary course of business); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit (but only to the extent of any outstanding balance), (ii) evidenced by bonds, debentures, notes or similar instruments (but only to the extent such debt is not otherwise included in Indebtedness), or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or for services rendered; (c) Capitalized Lease Obligations of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect of any letters of credit or

acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h) net obligations under any Derivatives Contract not entered into as a hedge against then existing Indebtedness (which shall be deemed to have an amount equal to the Derivatives Termination Value thereof at such time but in no event shall be less than zero); (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to non-recourse liability); (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s Ownership Share of such Indebtedness or the amount of the recourse portion of the Indebtedness shall be included as Indebtedness of such Person). All Loans shall constitute Indebtedness of the Borrower.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes.

“ Intellectual Property ” has the meaning given that term in Section 7.1.(s).

“ Interest Expense ” means, with respect to any Person, for any period, without duplication, (a) total interest expense of such Person (including, without limitation, capitalized interest not funded under a construction loan interest reserve account, interest expense attributable to Capitalized Lease Obligations, letter of credit fees, and interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance guaranty or otherwise) determined on a consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Ownership Share of Interest Expense of Unconsolidated Affiliates for such period.

“ Interest Period ” means with respect to each LIBOR Loan, each period commencing on the date such LIBOR Loan is made, or in the case of the Continuation of a LIBOR Loan the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding day in the first, third or sixth calendar month thereafter, as the Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any Interest Period would otherwise end after the Maturity Date applicable to the Lender making such LIBOR Loan , such Interest Period shall end on the such Maturity Date and (b) each Interest Period that would otherwise end on a day which is not a Business Day

shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended.

“ Investment ” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Lender ” means each financial institution from time to time party hereto as a “Lender”, together with its respective successors and permitted assigns; provided, however, that the term “Lender”, except as otherwise expressly provided herein, shall not include any Lender (or its Affiliates) in its capacity as a Specified Derivatives Provider. With respect to matters requiring the consent or approval of all Lenders at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and, for voting purposes only, “all Lenders” shall be deemed to mean “all Lenders other than Defaulting Lenders”.

“ Lending Office ” means, for each Lender and for each Type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire or in the applicable Assignment and Assumption, or such other office of such Lender as such Lender may notify the Administrative Agent in writing from time to time.

“ Level ” has the meaning given that term in the definition of the term “Applicable Margin.”

“ LIBOR ” means, with respect to any LIBOR Loan for any Interest Period, the rate of interest obtained by dividing (i) the rate of interest per annum determined on the basis of the rate as set by the ICE Benchmark Administration (“ICE”) (or the successor thereto if ICE is no longer making such rate available) for deposits in U.S. dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America); provided that if as so determined LIBOR shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreemen t Eurodollar Reserve Percentage . If, for any reason, the rate referred to in the preceding clause (i) does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the rate to be used for such clause (i) shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in U.S. Dollars dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the

applicable Interest Period for a period equal to such Interest Period; provided that if as so determined LIBOR shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Any change in the maximum rate or of reserves described in the preceding clause (ii) shall result in a change in LIBOR on the date on which such change in such maximum rate becomes effective.

“ LIBOR Loan ” means a Loan bearing interest at a rate based on LIBOR, but excluding any Base Rate Loan.

“ LIBOR Market Index Rate ” means, for any day, LIBOR as of that day that would be applicable for a LIBOR Loan having a one-month Interest Period determined at approximately 10:00 a.m. Central time for such day (rather than 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period as otherwise provided in the definition of “LIBOR”), or if such day is not a Business Day, the immediately preceding Business Day. The LIBOR Market Index Rate shall be determined on a daily basis.

“ Lien ” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases or rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the filing of any financing statement under the Uniform Commercial Code or its equivalent in any jurisdiction, other than any precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the Uniform Commercial Code or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien; and (d) any agreement by such Person to grant, give or otherwise convey any of the foregoing.

“ Limited Subsidiary ” means any Subsidiary of the Parent that, directly or indirectly, owns (a) any Equity Interest in any Loan Party or (ii) any Specified Equity Interests.

“ Loan ” means a Term Loan.

“ Loan Document ” means this Agreement, each Note, the Parent Guaranty, each Guaranty, if any, and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement (other than the Fee Letter Letters and any Specified Derivatives Contract).

“ Loan Party ” means each of the Borrower, each Guarantor, the General Partner and each other Person who guarantees all or a portion of the Obligations. Part I of Schedule 7.1.(b) sets forth the Loan Parties in addition to the Borrower as of the Agreement Date. For purposes of clarity, any Person which is a Loan Party solely by virtue of having Guaranteed all or a portion of the Obligations shall cease to be a Loan Party upon the release of such Person from all of its obligations under such Guaranty.

“ Management Company ” means CBL & Associates Management, Inc., a Delaware corporation, or any other Person that succeeds to the obligations of CBL & Associates Management, Inc. to manage the Properties, together with its successors and permitted assigns.

“ Mandatorily Redeemable Stock ” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests, or, at the election of the Borrower, in exchange for cash); in each case, on or prior to the Extended Maturity Date.

“ Material Adverse Effect ” means a materially adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), results of operations or business prospects of the Borrower and its Subsidiaries, or the Parent and its Subsidiaries, in either case taken as a whole, (b) the ability of the Borrower, any other Loan Party or the Parent to perform its obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Lenders and the Administrative Agent under any of the Loan Documents or (e) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith.

“ Material Contract ” means any contract or other arrangement relating to a Property (other than Loan Documents and Specified Derivatives Contracts), whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, non-performance, cancellation or failure to renew by any party to such contract or other arrangement could reasonably be expected to have a Material Adverse Effect.

“ Material Plan ” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $1,000,000.

“ Material Subsidiary ” means any Subsidiary having assets with a Fair Market Value greater than or equal to $10,000,000.

“ Maturity Date ” means (a) with respect to each Non-Extending Lender, July 30, 2018 , and (b) with respect to each Extending Lender, the Extended Maturity Date .